UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 12-1805

MICHAEL FIELD, JR.,

Plaintiff Appellant,
v.
MICHAEL BERMAN; WAYNE LEE; FRED MALEK; JOHN MORITZ; THOMAS
A. WOODLEY; THOMAS J. WOODLEY,
Defendants Appellees,
and
ERIC JOWETT; SUSAN MCFARLANE, personal representative of
the estate of Willis McFarlane, deceased; JAMES WILKINSON,
Defendants.

Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.
Claude M. Hilton, Senior
District Judge. (1:12-cv-00130-CMH-TCB)

Argued:

March 21, 2013

Decided:

June 3, 2013

Before GREGORY and THACKER, Circuit Judges, and HAMILTON, Senior

Circuit Judge.

Affirmed by unpublished per curiam opinion.

ARGUED: William Ryan Snow, CRENSHAW, WARE & MARTIN, PLC,

Norfolk, Virginia, for Appellant.
Jeffrey Warren Harab, Chevy
Chase, Maryland, for Appellees.
ON BRIEF: Alyssa Carducci

Embree, CRENSHAW, WARE & MARTIN, PLC, Norfolk, Virginia, for

Appellant.

Unpublished opinions are not binding precedent in this circuit.

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PER CURIAM:
Appellant

Michael

Field,

Jr.

(Field)

appeals

from

the

district courts dismissal of his complaint in the present civil

action seeking declaratory and injunctive relief.

We affirm.

I.
Count I of Fields complaint in the present civil action
seeks a declaration that, pursuant to a March 28, 2005 order of
sale

entered

by

the

United

States

Bankruptcy

Court

for

the

Eastern District of Virginia in In re: AutoMall Online, Inc.,

Case No. 05-10036 (the Bankruptcy Courts Order of Sale), he
purchased and exclusively owns all claims that were or could
have

been

CL05001284;

at

issue

in

CH04001230,

the

case

filed

and

captioned
adjudicated

Baker
in

v.
the

Field,
Circuit

Court for the City of Alexandria, Virginia (the Virginia State

Court Case), and were reduced to the final judgment entered in
such case on March 17, 2006, in the amount of $1,432,581.00 (the
Money Judgment).
Count II of Fields complaint seeks a declaration that all
efforts by Appellees Michael Berman, Wayne Lee, Fred Malek, John
Moritz, Thomas A. Woodley, and Thomas J. Woodley (Appellees),
and any of their respective successors or assigns, to enforce
any judgment obtained on any of the claims at issue in the

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[Virginia] State Court Case are void and of no effect.

(J.A.

18).
Count III of Fields complaint seeks to enjoin Appellees
from engaging in any action to enforce the Money Judgment.
Count IV seeks a declaration that the acts of Appellees in
obtaining dismissal in the Virginia State Court Case of Field
and codefendant Field Auto City, Inc.s counterclaims for breach
of fiduciary duty, theft of trade secrets, unjust enrichment,
and forgery, as alleged in Field and Field Auto City, Inc.s
pleading filed on February 5, 2005 (the Counterclaims), are void
and of no effect.
Count V seeks a declaration that the acts of Appellees in
obtaining

dismissal

of

the

Counterclaims

and

in

settling

derivative claims on behalf of AutoMall Online, Inc. against

Allen Outlaw, another codefendant in the Virginia State Court
Case, violated the automatic stay in In re: AutoMall Online,
Inc., Case No. 05-10036.
Count

VI

alternatively

seeks

declaration

that,

under

Virginia law, Appellees settlement with Allen Outlaw reduces

the Money Judgment to zero.
On

Appellees

motion,

the

district

court

dismissed

all

counts in Fields complaint in the present action for lack of

subject matter jurisdiction based upon its application of the

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Rooker-Feldman doctrine. 1

Fed. R. Civ. Proc. 12(b)(1).

In the

alternative, the district court dismissed Counts I through V for

failure to state a claim upon which relief can be granted based
upon the doctrine of res judicata.
Field

noted

this

timely

appeal

Fed. R. Civ. P. 12(b)(6).

in

which

he

challenges

the

district courts dismissal of all counts.

For reasons that follow, we affirm the dismissal of Counts
I,

IV,

and

pursuant

to

Federal

Rule

of

Civil

Procedure

12(b)(6) (Rule 12(b)(6)), the dismissal of Counts II and III

pursuant

to

Federal

Rule

of

Civil

Procedure

12(b)(1)

(Rule

12(b)(1)), and the dismissal of Count VI pursuant to 28 U.S.C.

1367(c)(3).

II.
We

review

the

Rule

12(b)(6)

dismissal

of

claim

in

complaint for failure to state a claim upon which relief can be

granted, Fed. R. Civ. P. 12(b)(6), de novo, focus[ing] only on
the legal sufficiency of the complaint, Giarratano v. Johnson,
521 F.3d 298, 302 (4th Cir. 2008), and accepting as true the
well-pled facts in the complaint and viewing them in the light

The doctrine derives its name from the following two

Supreme Court cases:
District of Columbia Court of Appeals v.
Feldman, 460 U.S. 462 (1983), and Rooker v. Fidelity Trust Co.,
263 U.S. 413 (1923).

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most favorable to the plaintiff, Brockington v. Boykins, 637

F.3d 503, 505 (4th Cir. 2011).

In addition to considering the

complaint itself, we must consider any documents attached to the

complaint

as

exhibits,

Fed.

R.

Civ.

P.

10(c),

documents

incorporated into the complaint by reference, and matters of

which a court may take judicial notice, Tellabs, Inc. v. Makor
Issues & Rights, Ltd., 551 U.S. 308, 322 (2007).
To

survive

Rule

contain

enough

facts

12(b)(6)
to

plausible on its face.

550

U.S.

544,

570

state

motion,
a

claim

the
to

complaint
relief

must

that

is

Bell Atlantic Corporation v. Twombly,

(2007).

That

is

to

say,

the

factual

allegations must be enough to raise a right to relief above the

speculative level, id. at 555, permit[ting] the court to infer
more than the mere possibility of misconduct based upon its
judicial experience and common sense, Ashcroft v. Iqbal, 556
U.S. 662, 679 (2009).
Based upon our de novo review, we affirm the dismissal of
Counts I, IV, and V pursuant to Rule 12(b)(6).
A.

Counts I and IV.

The district court properly concluded that, at the Rule

12(b)(6) stage, the doctrine of res judicata precludes Counts I
and IV.

Title 28, United States Code, 1738, commonly known in

jurisprudence as the full faith and credit statute, requires

federal courts to give the same preclusive effect to state court
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judgments that those judgments would be given in the court of

the State from which the judgments emerged.

Kremer v. Chemical

Constr.

accord

Corp.,

American

456

Academy

of

U.S.

461,

466

Orthopaedic

(1982);

Surgeons,

470

Marrese

U.S.

373,

v.
380

(1985); Genesys Data Techs., Inc. v. Genesys Pacific Techs.,

Inc., 204 F.3d 124, 127 (4th Cir. 2000).
faith

and

credit

statute

does

not

allow

Therefore, the full

federal

courts

to

employ their own rules of res judicata in determining the effect

of state judgments.

Rather, it goes beyond the common law and

commands a federal court to accept the rules chosen by the State

from which the judgment is taken.

Kremer, 456 U.S. at 481-82.

1. Count I.
Count I of Fields complaint in the present action seeks a
declaration that, pursuant to the Bankruptcy Courts Order of
Sale, he purchased and exclusively owns all claims that were or
could

have

been

at

issue

in

the

Virginia

State

Court

including the one resulting in the Money Judgment.

count,

Field

in

effect

seeks

declaration

that

Case,

In this
henot

the

Appelleesowns the Money Judgment.

Critical to our review of

Count

is

Is

Rule

12(b)(6)

dismissal

Exhibit

14

to

Fields

complaint in the present action.

Exhibit 14 is a court order

entitled

OF

ORDER

VACATING

RELEASE

JUDGMENT

AND

REINSTATING

JUDGMENT, entered in the Virginia State Court Case on September

28, 2011, in which the court squarely decides that Field was not
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the holder of the underlying claim reduced to the Money Judgment

and is not the owner of such judgment.
Under

applicable

Virginia

(J.A. 145).

rules

of

res

judicata,

relitigation of the same cause of action, or any part thereof,

which could have been litigated between the same parties and
their privies is precluded.

Davis v. Mashall Homes, Inc., 576

S.E.2d 504, 506 (Va. 2003) (internal quotation marks omitted).

In Count I, Field seeks to re-litigate his claim of ownership of
the

claim

underlying

the

Money

Judgment

ownership of the Money Judgment itself.

judicata

under

Virginia

law

prevents

and

his

claim

of

The doctrine of res

such

re-litigation,

and

therefore, Count I does not contain enough facts to state a

claim to relief that is plausible on its face.

Twombly, 550

U.S. at 570.
Moreover, we reject Fields contention that the district
court erred in dismissing Count I based upon the doctrine of res
judicata without the defense of res judicata appearing on the
face

to

conduct

discovery or present evidence to address the defense.

As we

have

of

his

complaint

explained,

the

and

facts

without

permitting

implicating

the

him

defense

of

res

judicata appear on the face of Fields complaint and Exhibit 14

to such complaint.

Accordingly, the district court properly

addressed the defense at the Rule 12(b)(6) stage.

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For the reasons stated, we hold the district court properly

dismissed Count I pursuant to Rule 12(b)(6), and we affirm on
this basis. 2
2.

Count IV.

Count IV asks the district court to declare that the acts

of

Appellees

in

seeking

and

obtaining

dismissal

of

the

Counterclaims for lack of standing are void and of no effect in

light of the Bankruptcy Courts Order of Sale.

The doctrine of

res judicata under Virginia law precludes this count as well.

Exhibit 9 to Fields complaint in the present action is an
order in the Virginia State Court Case in which the Virginia
state court dismissed the Counterclaims for lack of standing on
Appellees motion to dismiss.

When this exhibit is considered

in conjunction with Exhibits 4 and 8 to Fields complaint in the

present action, the undeniable conclusion is that the Virginia
state

court

did

not

dismiss

the

Counterclaims

standing in the sense that Field now claims.

for

lack

of

Exhibit 8 shows

that Appellees had argued that because the Counterclaims alleged

injury to AutoMall Online, Inc. and not to Field or Field Auto
City, Inc. individually, Field and Field Auto City, Inc. could
not maintain them individually as direct claims, which Exhibit 4
2

Given this disposition, we need not and do not reach the

district courts alternative basis for dismissing Count I under
the Rooker-Feldman doctrine.

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to Fields complaint in the present action shows is how Field

and Field Auto City, Inc. had pled them.
to

mount

an

appellate

challenge

Moreover, Field failed

to

the

dismissal

of

Counterclaims when he had the opportunity to do so.

the

In sum,

Count IV of Fields complaint in the present action does nothing

more

than

seek

to

re-litigate

dismissal of the Counterclaims.

complaint

in

the

present

action

the

Virginia

state

courts

Considering the face of the

and

its

attached

exhibits,

applicable Virginia rules of res judicata preclude such action.

Davis, 576 S.E.2d at 506.
Moreover, we reject Fields contention that the district
court erred in dismissing Count IV based upon the doctrine of
res judicata without the defense of res judicata appearing on
the face of his complaint and without permitting him to conduct
discovery or present evidence to address the defense.
have

explained,

the

facts

implicating

the

defense

As we
of

res

judicata appear on the face of Fields complaint and Exhibits 4,

8, and 9 to such complaint.

Accordingly, the district court

properly addressed the defense at the Rule 12(b)(6) stage.

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For the reasons stated, we hold the district court properly

dismissed Count IV pursuant to Rule 12(b)(6), and we affirm on
this basis. 3
B.

Count V.

The portion of Count V seeking a declaration that the acts

of

Appellees

in

obtaining

dismissal

of

the

Counterclaims

violated the automatic stay in In re: AutoMall Online, Inc.,

Case No. 05-10036, fails to state a claim upon which relief can
be granted, and therefore, Rule 12(b)(6) required its dismissal.
Thorough

review

of

the

complaint

and

the

exhibits

attached

thereto show, on their face, that Appellees actions in seeking

dismissal of the Counterclaims did not violate the automatic
stay

in

In

Accordingly,
portion

of

re:
we
Count

AutoMall
affirm
V

Online,

Inc.,

Rule

12(b)(6)

the

seeking

declaration

Case

No.

dismissal
that

the

05-10036.
of
acts

the
of

Appellees in obtaining dismissal of the Counterclaims violated

the automatic stay in In re: AutoMall Online, Inc., Case No. 0510036.
The portion of Count V, in which Field seeks a declaration
that settlement of their derivative claims on behalf of AutoMall
Online, Inc. against Allen Outlaw violated the automatic stay,
3

Given this disposition, we need not and do not reach the

district courts alternative basis for dismissing Count IV under
the Rooker-Feldman doctrine.

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also fails to state a claim upon which relief can be granted.

See Fed. R. Civ. P. 12(b)(6).

The actions taken by Appellees in

settling (or purporting to settle) derivative claims on behalf

of AutoMall Online, Inc. against Allen Outlaw took place prior
to AutoMall Online, Inc. filing for bankruptcy and any actions
taken after that time relating to settling with Allen Outlaw
took place after Field had purchased the derivative claims in
bankruptcy from the bankruptcy estate, thus making such claims
no

longer

subject

to

the

automatic

stay.

See

11

U.S.C.

362(c)(1) (the stay of an act against property of the estate

under

subsection

property

is

no

Accordingly,

we

portion

of

settlement

of

longer
affirm

Count
of

(a)

their

in

this

section

property
the

Rule

which

of

the

seeks

claims

on

until

estate

12(b)(6)

Field

derivative

continues

dismissal
a

of

.).

of

declaration

behalf

such

the
that

AutoMall

Online, Inc. against Allen Outlaw violated the automatic stay. 4

III.
We

review

complaint

for

the

Rule

lack

of

12(b)(1)
subject

dismissal

matter

of

claim

jurisdiction

de

in

novo.

Having affirmed the district courts Rule 12(b)(6)

dismissal of Count V, we need not and do not reach the district
courts alternative basis for dismissing Count V under the
Rooker-Feldman doctrine.

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Pitt Cnty. v. Hotels.com, L.P., 553 F.3d 308, 311 (4th Cir.
2009).

Any

properly

claim

barred

dismissed

for

by

want

the
of

Rooker-Feldman

subject-matter

doctrine

is

jurisdiction.

Exxon Mobil Corp. v. Saudi Basic Indus. Corp., 544 U.S. 280, 284
(2005).

The Rooker-Feldman doctrine . . . is confined to cases

. . . brought
caused

by

by

state-court

state-court

losers

judgments

complaining

rendered

before

of

injuries

the

district

court proceedings commenced and inviting district court review

and rejection of those judgments.

Id.

Notably, in the context

of the Rooker-Feldman doctrine, the term state-court judgments

is used in its broadest sense to include all final decisions of
state judicial proceedings.

See Feldman, 460 U.S. at 482 (the

form of the proceeding is not significant; rather, [i]t is the

nature

and

effect

which

is

controlling)

(internal

quotation

marks omitted); Doe v. Florida Bar, 630 F.3d 1336, 1340-41 (11th
Cir. 2011) (Rooker-Feldman doctrine barred federal court action
asserting as-applied due process challenge to Florida bar rules
requiring

confidential

peer

review

as

part

of

process

for

recertification as specialist with Florida state bar; plaintiff

had appealed through available state channels provided by state
bar rules, arguing due process challenge on the merits along the
way,

and

Florida

Supreme

Court

petition for review).

- 13 -

issued

brief

order

denying

Based

upon

our

de

novo

review,

we

affirm

the

district

courts Rule 12(b)(1) dismissal of Counts II and III for lack of

subject matter jurisdiction under the Rooker-Feldman doctrine.
Without a doubt, the district court could not have adjudicated
Counts II and III in the present action without also reviewing
the

propriety

Fields

of

petition

the

Supreme

for

review

Court
of

the

of

Virginias

final

denial

judgment

of

entered

against him in the Virginia State Court Case on March 17, 2006,
and reviewing the Supreme Court of Virginias denial of Fields
motion

to

vacate

such

judgment.

Thus,

Fields

position

on

appeal that he does not seek to overturn any final decision of a

state

court

declaration

in

Counts

that

he

II

owns

and
the

III;
final

but

rather

judgment

only

seeks

entered

in

the

Virginia State Court Case on March 17, 2006, is spurious.

Furthermore, we reject Fields contention that the district
court

erred

in

Rooker-Feldman

dismissing

Counts

II

doctrine

without,

and

III

as

he

based

upon

alleges,

the
the

applicability of Rooker-Feldman appearing on the face of his

complaint and without permitting him to conduct discovery or
present evidence at an evidentiary hearing.
properly

resolved

the

jurisdictional

issues

The district court

on

the

extensive

record before it, which included, inter alia, Fields complaint,

fourteen exhibits attached thereto, and other relevant documents
from the parties long litigation history.
- 14 -

Field has made no

showing

that

he

was

prejudiced

by

his

inability

to

conduct

discovery or have an evidentiary hearing before the district

court dismissed Counts II and III.

Accordingly, the district

court properly addressed the applicability of the Rooker-Feldman

doctrine at the Rule 12(b)(1) stage.
For the reasons stated, we affirm the district courts Rule
12(b)(1) dismissal of Counts II and III for lack of subject
matter jurisdiction under the Rooker-Feldman doctrine. 5

IV.
Because Count VI alleges a state law claim and all of the
claims over which the district court had original jurisdiction
were properly dismissed, we affirm dismissal of Count VI on the
basis of 28 U.S.C. 1367(c)(3).
decline

to

exercise

supplemental

See id. (district court may

jurisdiction

over

state

law

claim when district court has dismissed all other claims over
which it had original jurisdiction).

Having affirmed the district courts Rule 12(b)(1)

dismissal of Counts II and III, we need not and do not reach the
district courts alternative basis for dismissing these counts
based upon the doctrine of res judicata.

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V.
In conclusion, we affirm the district courts dismissal of
all counts in the present action in toto.
AFFIRMED

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